0703013 Informal Interpretation

From:(redacted)

Sent:Monday, March 19, 2007 10:00 AM

To:Verne, B. Michael

Hello, Mike. I have a few questions and believee-mail is less burdensome to you than a phone call. If this is incorrect,please let me know.

Myquestions are as follows:

1.A is making a filing to acquire B. B has a subsidiary that is a 50/50 jv withA. aside from the revenues attributable to the jv, there is no overlap betweenA and B. For purposes of the filing, A must report everything it controls butcan B exclude information as to the JV because its acquisition is exempt underthe intra-person rule? That would eliminate the need to report a misleadingoverlap.

2.A considered acquiring 20% of B atseveral points during the last two years and eventually purchased 4% of B. Itgenerated 4c type documents during this time. Now, A is buying all of B and hasgenerated more 4c documents. Must the earlier ones be submitted or should theybe included only if they have been consulted or considered in the most recentgo-round?

3.If a hotel group is being sold and it isreportable due to the value of non-exempt assets such as management of thirdparty hotels, in the filing by the seller, I assume that they should includeinformation only as to the non-exempt portion, not as to all of their hotels.Is this correct?

Thankyou for your consideration of these questions.